I Will Not
by Vorkosigan
Summary: Yet another 'return of Otto Octavius' fic, picking up where the movie left off. Dr. Octavius is being held by people that don't seem to have the best intentions in mind for him, while a mysterious man crops up, looking for him.
1. part one

**I Will Not**

A story set in the Spider-Man movieverse, immediately after the end of Spider-Man 2, with some inspiration from the Marvel Ultimate and Original universes. (meaning, I read too many comics, and if for some reason something shows up that is from the comicverse and not the movieverse, that's why. I will do whatever it takes to tell my story…whatever that ends up being.)

William Bishop is an original character. In other words, he's mine. The rest of the characters are copyright Marvel Comics.

**.the morning after, day two.**

"Go get 'em, Tiger."

Peter smiled, looking back over his shoulder, still tasting her in his mouth from the kiss they'd shared a mere heartbeat prior. His spirit leapt, and he turned back to the open window, shot a web, and followed, swinging out into the open air. 

_She loves me, she loves me, she loves me, she's mine… _

For the space of a second, he'd forgotten the reason he'd left so quickly. His heart was racing, his mind barely keeping up. Everything had been falling to pieces—yesterday? So little time ago? And now, he was following his dream, and MJ loved him. _Loved him._

"Yeah! Woo hoo!" 

_Ah, Peter. You left because there were sirens… pay attention. _

"Oh, yeah." He continued in the direction of the noise, just as two FBI helicopters flew past, nearly cutting into his lines. _Who the heck taught those guys to fly? They almost cut me in half._ He nearly smacked into the side of a building when he realized where they were headed. The pier. But the mess would have been under control by now, right? Why was the FBI involved?

His spider-sense was screaming at him. _That sensation you're feeling is that of déjà vu, or better yet, the world going to pieces. Again._

"Aw, no. _Now_ what?"

-

"I WANT YOU TO BRING IT ALL TO ME! IT BELONGS TO ME!" Harry Osborne slammed the phone down on his desk so hard it threatened to crack the glass top. When it didn't even chip, he picked up the entire phone and base and slammed it down again. Snarling, he repeated this endeavor several more times until the glass started to spiderweb.

He yowled in anger. _Spiders! If this last mess wasn't enough, if his father's company going to shit wasn't enough, my friend, my BEST friend, Peter Parker is… he killed… he's-_

The phone rang again, slightly off-tone from the bashing it had been put through. Harry snatched it up. "What?"

"Mr. Osborne," the man's voice on the other end stammered slightly, having just been the receiver of an ear-piercing tirade moments before, "the NYPD won't let us go near the site. They are still saying that it's off limits to us, whether we own the rights to what's left of the machine or not. I brought the paperwork and the contracts you told me to—"

"Damnit! Why won't anything work out? Why are all of you so goddamned incompetent? I'll come down there myself. Just—just wait for me." He slammed the phone again, and sighed, massaging his temples. _Is this why my father was… nuts?_

He thought it would be simple enough. Send a team of OsCorp's employees down to the pier to pick up what could be salvaged of the late Dr. Octavius' fusion reactor. Notes, schematics, blueprints, spare parts… tritium? No, that would probably be at the bottom of the lake with Octavius himself, burned to a cinder. The contract the doctor had signed gave OsCorp full rights to his research and his findings, and that included the fusion reactor itself. Harry would be damned if he was going to give up that easily. He'd salvage something from the mess. 

_Harry. Avenge me. _

No. This will have to be good enough for now, father. I will not kill my best friend.

Funny thing about friends. They don't go killing your parents.

Harry turned on his heel and made for the door, slamming his fist into the wall on the way out. He could hear his father's laughter, echoing in his head.

_You'll come around, my son. Yes, you will._

The pier looked worse in the daylight than it had the night before, even with everything caving in and falling down upon itself. There was no inch of the old building that had been left untouched by the destruction the fusion reaction, and its subsequent demise, had brought. People were very busy digging through the mess and surveying the damage. A handful of plainclothes cops stood at the hood of a nondescript sedan, poking through a pile of rubbish that looked like it might have been part of a computer at one point, but it's case was melted and warped. No one looked up or even noticed his arrival.

_I don't seem to be needed here,_ he thought, even though his curiosity was piqued. _MJ is back at home, and—_

He then caught sight of Harry Osborne, striding through the throng of police and others who were attempting to sift through the rubble. Peter decided to take a closer look. His super sharp hearing picked out what was being said, even though it was pretty easy to guess, because his friend was nearly screaming.

"Who's in charge here? Do you know who I am? Bring me the man in charge!"

"And who is asking?" 

Harry turned, red faced, to the smartly-dressed woman who had spoken. "Harry Osborne, OsCorp Special Projects. Who in hell are you?"

"The 'man' in charge. Jocasta Gale, F.B.I." She fixed him with a dark stare, which he ignored.

"Brilliant! Tell your people I require access to my company's investment. Horner…" Harry was gesturing to a nervous man with an overloaded briefcase, a cell phone, and a harried demeanor, who had been staring off into the water at the edge of the pier. Peter noted this, and figured he'd take a look after Harry was through with his tantrum.

"I'm sorry, but I can't do that. It's all evidence in our ongoing investigation. You'll need to clear out. Now." 

"You can't do that! That is my—OsCorp's—property!"

"Impounded. I'm sorry, Mr…" Peter wasn't sure if she was toying with Harry, or if she was really too distracted to care about what his friend was on about. He felt a pang of pity for Harry. He'd lost his dad, now his dad's company was sinking in financial ruin, and all his son was trying to do was save what he could, however he could. Unfortunately, it was too late. Perhaps he **would** have to step in and rescue his friend from possibly making things worse.

"Osborne! Harry Osborne! OsCorp! Horner! Bring me the contracts. They need to see the proof, this is mine, OsCorp's property…" Desperate now, but Gale wasn't listening. She had turned her back to him and was talking to two policemen, effectively dismissing him. 

Peter ducked into a nearby boat house changed into civilian clothes. _Spider-Man, incognito._ He smirked to himself.

"Harry."

Harry spun around, and Peter was frightened by what he saw in his friend's eyes. Fear, desperation, and something that looked very close to snapping. _I'm not the only one who's life has crumbled these past few months._

"Don't… don't touch me. Just… don't." 

Peter watched his friend retreat into a waiting Mercedes and take off. For a few moments, there was nothing else in the world but the sight of the car speeding away from the pier. It felt like his friendship, going somewhere unknown, fast and reckless. _Be careful, Harry._

"Hey, kid. You supposed ta be here?" The cop was looking him up and down like an interesting lichen growing on a rock. "This area is off limits. Quit gawkin and go home."

Peter came back to himself, remembering that he'd changed out of the spidey suit. "Ah, yeah. I work for the Daily Bugle. Just taking a look, for the paper. Big mess." He smiled, but the cop didn't follow suit. "They ever find that… crazy scientist?" He winced inwardly at the term, knowing full well that the doctor had been as close to his right mind as he could have been in those last few moments before he'd brought the reactor down upon his own head. 

The cop shrugged. "Nah. Probably vaporized or burned up or somethin'. But who cares, right? That looney was a murderer. Saves us time trackin him down and spendin' taxes keepin' 'im housed in jail. Now, get outta here."

Peter glanced off down the dock again, where the man Harry had called Horner had been staring, then turned and jogged back down the street. He'd come back later, when it was quieter. And darker.

-

**.ten hours prior, day one.**

_**Father…**_

_**…father…**_

_**We can't see anything… we're scared…**_

_**… help…**_

_Close your eyes. Be still. _

_**We do not want to cease function. We have a purpose. This is not our purpose. We… we don't want to die.**_

If he had been anywhere else, this development with the AI, their understanding of life in human terms, would have been an exciting breakthrough. Any other time, he would have been in awe of the wonder of his love, science. Oh, but the warmth of the water was complete. He just longed for the quiet. But he knew it would come. Eventually.

_**Father… why are you falling? Why are you fighting us? **_

He opened his eyes, and saw his star, his sun, sinking below him, twisted metal and shrapnel from the ruined building and pier being sucked into it. He was falling into his own beloved creation, unable to save himself if he wanted to. The actuators screamed in protest as he started to rotate, and be dragged backwards by the arms that had helped create what would become their destruction. The pull on his spine was uncomfortable, but not unbearable. .

_I'm coming, Rosie. All these sins, absolved. I hope…_

**_Father, father fatherfatherwakeup do not shut down fatherwewanttoLIVE!_**

His back slammed into something hard, and the actuators wailed. The pull on his spine increased dramatically, and his eyes flew open. He had drifted into a mess of wooden cross beams and other debris that was caught up on a ledge above the chasm his sun had fallen into, and the arms were still being sucked in. It felt as if his entire spine was being ripped out of his back.

**_Father... we do not want to die… we do not want you to die… _**

He gritted his teeth in pain, his lungs aching for air, waiting for his back to snap, for the entire mess he was trapped in to break free and plunge into the fire, something, anything but time crawling, screaming—

**_We will not let you die. _**

Our father.

There was a weird, horrible tearing, ripping sound, and a feeling like every joint in his body had pulled free from every socket, and an all-encompassing pain like nothing he'd ever experienced like white light fire—

_-is_ **this** _what it is like to die?_

-and then nothing. 


	2. part two

**.night, day two.**

Spider-man kneeled at the edge of the pier, staring at the dark, rippling water. As far as he could tell, there was nothing to see. The same was true for what remained of the building at the edge of the dock. Police tape was strung everywhere, and every surface was covered with mud, blood, trash, and footprints. They had found little to nothing left of the equipment Dr. Octavius had used to build his second sun, and no notes or plans at all. Either the doctor had built the entire thing from memory, or someone had removed everything before the police had arrived.

There had been so much going on that night. But no one would have had time. The place was in chaos from the explosion, then in ruins. Finally, it had been swarming with rescue teams and the authorities. Harry had just been a latecomer to the party.

Maybe Octavius had built it all from memory. Maybe his body did burn up, or implode, or something. Maybe… but his spider-sense was making his brain itch. Something was weird here. 

_No way he could have lived through that. No way. _

He stood up, brushed dirt from his costume, and flipped a web, taking off back in the direction of distant sirens. 

-

The world was pain, and with that, he knew he was not dead.

There was darkness, but he knew it was not dark.

There were voices, but he did not recognize them.

Inside his head, nothing but quiet.

No. No, that was not… right. 

_**(…father…)**_

_Where am I? Can you see? _

_**(… cannot see anything … what did they do to us …?)**_

He tried to open his eyes, but they felt bound, and his head had been immobilized as well. And his hands, he couldn't feel his fingers, every joint stiff—and he was on his back. Shouldn't this be a problem, the actuators—

_**(… father, we are not well… you are in disrepair and we are dying… and they want to…)**_

More alert now, he could sense that the voices that had been so strong in his mind the day he'd been blessed/cursed with their marriage to his spine. They were very faint, mere whispers from what they had been. 

_Tell me… tell me what happened. Please. I can't help you… I can't help you if I don't know what's wrong…_

_**(… we only want to live… our father…)**_

They faded, a radio station turned out of tune. He struggled to find them again, but they were as gone as if they'd never been there.

"Wake up."

"Ah…" His mouth was dry and lips covered in crud, gunk. He licked them. No idea he had not been alone.

"Wake. Up." The voice was strong, commanding, monotone, and pitched no louder than it needed to be heard. Otto swallowed, his mouth gooey from disuse and lack of water.

"I… where am I…?"

"You **are** awake. Good. Let's start with the basics, shall we? What is your name?" Sounds of writing, from his right side. Sounded like they were in a room, with very high ceilings. Only other sounds he could hear were from someone very far to the left, typing, and some miscellaneous small machine sounds: hissing, faint beeping, low buzzing, like fluorescent lights. 

Tell them the truth? Ah, who was he kidding? Who was this guy kidding? Everyone knew his name. God knows, the actuators would give it away. 

"Otto. Dr… Otto Octavius." Aka, Doctor Octopus, the monster. "Where am I?"

The man made no attempt to answer him. "Good. And what year is this?"

"Two thousand three. Look… I need to know… did the fusion experiment… was it stopped?"

More writing. "And, where were you last, Dr. Octavius?"

"Pier 56. I was… **they** were building… my experiment." His voice rose and cracked, starting to panic. _Something is very, very wrong with this picture… _

"Memory seems intact. Motor response, not… " writing, "Physical stability…" more writing, and Otto could feel the bed (for that's what he assumed it was) rocking slightly to the right. Straps were holding his body immobile; he could feel them now that his weight was more firmly resting against them. Ankles, waist, wrists, chest, forehead. "… is fair, but should begin to stabilize once we do something about the spinal area." 

"Why … can't I see anything?"

The man leaned over, and Otto could smell him, mouthwash and antiseptic, and quite possibly Glenfiddich. A hand pressed against his chest, palm down, and for the first time he realized he had nothing on. At least, above the waist.

"Your eyes were damaged." The hand moved to Otto's face, and he felt the bandages begin to be pulled gently from his face. A sound of footsteps from the left, and there was the sound of writing again. 

"Do you think there will be any permanent damage?" Asked the newcomer, still writing.

"I don't know. That's what we're going to find out. Paolo, if you could, please…" Something was set aside, metal in contact with metal, and then there was another shift of the bed, which brought him level again. The strap holding his head in place was loosened, then removed, and the bandages fell away. Otto, cautiously, slitted his eyes against the painful glare of the room.

-

**.morning – day three.**

Desperate times called for desperate measures. At least, Harry figured, that's what this was. A desperate time, for himself, for the future of OsCorp, and most importantly, for his father's memory. Two birds with one stone? Possibly. Helping a top-secret hush hush black-ops type organization didn't really fall under the heading of Special Projects, but for the sake of all that was good and holy, damnit he figured it was a good investment.

The door to his father's study (for he didn't think of it as his own; the spirit of his father was too deeply rooted in this place) opened, and his assistant appeared. "Sir, one William Bishop to see you."

"Send him in." Harry, tense, tried to relax into the huge leather chair behind the massive mahogany desk, trying to look imposing, or at least like he knew what he was doing. _I do this all the time, contract out people to do questionable things. Right…_

The door closed, and a man walked into view. He wore a long, black coat, soft suede or leather, Harry could not be sure, and had shoulder length, dark hair that was lightly shot through with grey. He had walked to the massive picture window and stood gazing out at the New York skyline, making no attempt at conversation, or even a hello, howdoyado? Harry frowned, then gathered himself together. This was a guest, of sorts. Time to put on his business face.

"Mr. Bishop? Welcome. Harry Osborne." Harry strode across the room, right hand out, primed for handshaking. The man, Bishop, turned to him and fixed him with a dark eye. The creases in the man's face were deep and numerous, cheekbones and jaw set in hard lines against a harder expression. No, not hard. Empty. Cold. A killer's face.

Harry's smile faltered minutely, then rose back up in full force. Bishop did not take his hand. Harry felt deeply studied, and more than a little uncomfortable. 

"Well," he said, dropping the hand and turning to the small wet bar to the side of the desk. "Can I get you a drink? I bet you had a long trip from… where did you come from?" 

"Argentina." The voice matched the face. Harry turned, and the man was inches from him. He hadn't heard him move.

"What do you need done." It was not posed as a question, merely a fact stated that needed, no demanded, a response. A cold chill ran down Harry's spine, and he was reminded of Doctor Faustus and his problematic deal with the devil. He gritted his teeth. _I'm being way too dramatic. I've just never done this before._

"You jump right to the business at hand. I like that about you, Bishop. We're going to-"

Harry suddenly found himself dangling from Bishop's fist by the front of his shirt, inches above the ground. The glass fell and shattered, and he heard his assistant at the door. "Sir? Is everything all right?"

Bishop's eyes never changed. They stayed black and cold. But they searched him, and Harry felt like someone had reached in through his eye sockets and plunged a hand into his brain, feeling around for the tethers of his soul, to unlatch and unleash his own mortality. 

"N- n- no. Everything's fine. Just fine. I just- just accidentally dropped a glass."

The footsteps receded. Bishop drew Harry closer, until their noses were so, so close. His voice entered Harry's skull and crouched there, a low growl.

"Now, _boy_. Tell me what you wanted me to do. Or I will make sure you pay for wasting my time. And I do not mean in coin."

"Could you- ah, could you put me down? 

please?" Bishop held him for another moment, practically years in Harry's estimation, then set him down, gently, on his feet. His legs were jelly, and he nearly fell over. Instead, he took up another glass and filled it with whatever came to his hand first, and sat down heavily in his father's chair.

"I'm looking for some missing… information. And equipment. And… possibly even a body. Someone took what is rightfully mine and I want to find out who did this. The information is in this file." Harry took a thick manila folder from his desk drawer and slid it across the desktop. Bishop flipped open the cover and a black and white photograph was at the top of the stack.

"Octavius," Bishop muttered thoughtfully.

Harry cocked his head. "You know him?"

"Of him. Somewhat."

"I need you to find out who was at the pier two nights ago. I need to find out who was there and who took what was left of the fusion machine, the plans, and even if Dr. Octavius' body, if it was intact. I know the last is a long shot, but the invention he used, the actuators… they were very impressive. If OsCorp could find out how they worked, to manufacture—"

"Anything else?" Bishop had taken the file, and it had disappeared into his coat. Harry thought he could have seen something, a gun? He swallowed. 

"Yes." He took a deep breath. _Two birds, remember, Harry?_ "I need you to find someone, someone that needs to suffer. For something he did to me. And to my father. He killed my father. And I want him to pay."

"Revenge is best taken by the one who has been wronged. Why do you need me?"

Harry said nothing, unable to answer. He drank down half the glass. His hand was shaking. 

"This man is my friend. And he is my enemy. I want you to find Spider-Man. And make his life a living hell."

For the first time, Harry watched the man smile. And he did not like it at all. 

"I don't think you understand, Mr. Osborne. My employers did not set up our meeting so that we could discuss personal vendettas. As a businessman, you understand these things, no?" Bishop turned to leave, and in a sudden burst of desperation, Harry grabbed his forearm.

It was as if he'd grabbed a granite pillar. But the man stopped, turned slowly, eyeing the hand on his arm. Harry let go, and plunged forward. 

"My company is paying you. You'll do what I tell you to do." His voice was hard, but his stomach was quivering. Bishop's face still held a remnant of the smile, but only on his lips. The eyes had turned empty again.

"No. My employers pay me. Not you. You… will take what you're given." He walked back, covering the ground between them quickly, intimidating Harry with his physical presence, even though the man was only a few inches taller. His voice pitched low, a growl, he leaned forward, so close to Harry's ear, it was all he could do not to pull away. 

"You'd be wise to consider it a blessing that I do not do what you ask, if this person is your friend. Understand, boy?" He pulled away, and was gone. Just like that. The door softly latched closed, and he fell into the wide leather couch, a hand to his forehead, feeling the sweat that had beaded there in the short time during the meeting. 

_What have I done? What have I done?_


	3. part three

**.afternoon – day three.**

To tell the truth, Bishop worked for no one. At least, no one he knew, and for no purpose he understood. It had been that way since… sometime after his last stint in Vietnam. After he'd left himself, after his mind had crawled back into the deepest parts of his brain and had tried to heal itself. From that point, he'd found himself compelled. By what? By whom? He had no idea.

It didn't matter. No one understood. Least of all, Bishop himself.

He'd be reading a paper, watching the news, some little part of himself drawn to a name, a face, a location. And he'd be compelled to go and find this person, or go to this place. And from there, things would happen.

Not all of them nice. As a matter of fact, most of them very bad.

Bishop took a sip of the coffee he'd bought at the counter of the shop he was now sitting in, ignoring the liquid heat trickling down his throat. The two week old newspaper, a copy of the New York Times he'd picked up in Argentina, was opened to the front page, a fuzzy photo of two garishly dressed men fighting on top of a moving elevated train. The headline read "150+ Citizens Nearly Killed in Train Disaster". One man wore pajamas with spider webs on them, and the other wore a trench coat, longer than Bishop's own, and green. The man, whom the newspapers had dubbed "Doctor Octopus", had four snakelike appendages sprouting from his back. They were each tipped with wicked looking claws, which were trying to crush the spider guy, also with a cute nickname ("Spider-Man", how original). The scene was getting to be the norm back in the states, with all kinds of crazies dressing up in tights and either trying to destroy things or preserve them. Normally, he wouldn't have given it much thought.

Bishop's eyes moved to the right, and beside the newspaper, resting on the table, was the manila folder Osborne had given him. Open, atop the pile of clippings, letters, schematics, and other information that he hadn't even touched yet, were several photos. One of a group of young people in white lab coats, one of the heads circled with black marker. Another, the same face, smiling, at a wedding, standing next to a pretty brown haired woman, just married. A third, a straight head shot, older, could have been a passport or driver's license photo, no smile, all business. The last, a close-up shot of this same man, a heavy green trench coat, brown leather, fedora, gloves, the arms curling around him. And the scars. Thick masses of scar tissue bridged the space between pale skin and the metal brace that encircled his waist. The face in this one was different as well. A snarl was frozen on his lips, a grimace of anger apparent even behind the sunglasses the man wore. He looked as if he were going to smash the camera and the person behind it. How anyone had gotten this photo was anyone's guess. 

That familiar tingle had worked up his spine again, when he had seen the photo in the newspaper. He'd traveled night and day, and ended up in New York City with nothing but the clothes on his back, a sawed-off shotgun in a beat-up black duffle, and seventy-two dollars in his wallet. 

Walking down the street at midday, he received the call. He was entering the subway tunnel, passing a bank of pay phones. One of them rang, and without thinking, he'd stopped and answered it. It had been Harry Osborne, wanting to hire him to find something, someone. Who had this man thought that he, Bishop, was? Did had it mattered? Some fickle hand of fate had pushed him in the direction chosen, and he'd agreed to meet the man at his home. 

Bishop found himself looking back at the photo in the newspaper. This spider-person. He was involved somehow. But he wasn't here for him. Back to the photo in the folder, the last one, the angry, mutilated scientist. And there, in the bottom corner of the photo, a hint of red. This Spider-Man… had he taken the photo? Why?

He sighed. His body ached, and he had no desire to care about any of it. For the hundredth time, he wanted to abandon it all and go back to his life. _What life? What awaits me there? Who do I have to go home to?_

This life. It was all he had. And he knew that it would not leave him be. It would drive him mad if he tried. 

-

His head felt as if it were going to be cut in half. 

Otto squeezed his eyes shut and felt the skin around them tighten and pull painfully. He made a strangled groan in the back of his throat, and there was a bit of hasty shuffling from across the room.

"The lights have been dimmed. You can open your eyes now." 

The world was fuzzy for a few moments in the half-light. Otto blinked, and his eyes tried to adjust to their new surroundings. The light was still painful, even now in the dim. 

_Staring up at the sun, **his** sun, staring, trying to pull the moorings down, to drown it, drown the sun…_

"… damage from overexposure to massive amounts…"

_… diving away from the mass of energy, trying to get clear of it as it fell, being sucked back down into the water, the gravitational pull too great to fight, even the actuators failing to grab hold of something, anything…_

"… unable to determine if the subject will be able to regain full motor control…"

_… hoping, in that bright maelstrom he would find peace, find Rosie—_

-motor control?

Otto's eyes snapped open, and he looked around, suddenly lucid. The room was not large, but had high ceilings, with two massive square skylights in the ceiling, which was the only source of light at the present time. The walls were steel, as was the ceiling, rafters, and double doors that he could see through a large window on the opposite wall. Pulleys and wires were suspended from the ceiling, as was fluorescent lights that were, at the moment, dark. The wires came down to the corners of the table he was laying on, the 'bed', which was a metal platform, much like his own examining table in his lab. His waist was covered in a sheet, and he could see the metal brace that supported the actuators peeking out from beneath the top hem. His chest was pale, but not surprisingly so, considering how much time he spent in his own lab (or had, up until recently), and there were several electrodes attached at various spots. The wires disappeared into the dim light, as did the rest of the room.

Otto turned his head, and a jolt of pain shot down his spine. Where were the actuators? Were they bound beneath him, a hole in the table, securing them? They couldn't be… no. He'd be dead. Or paralyzed. 

_I can't feel my hands. I can't feel…_

No. I'd be dead. Fused to my spine, right? And the brace is still there, I can see it. It's just the medication.

His eyes adjusted further to the darkness, and he searched for something familiar, anything. Scientific equipment, most which he'd had in his own lab, a few other things he'd used but didn't outright own, and others which he was completely baffled by. The two men that had been at his side moments ago were bustling around the room, completing various tasks, not paying the slightest bit of attention to him. 

His eyes fell upon the counter. A glass case. A glint of metal. Serpentine. 

_I'd be dead, damnit. I know…_

Corroded steel segments. The end, damaged, burned wires trailing. The other end—

_I. Can't. Feel. My. Fingers._

-ending in a set of pincers, three metal 'fingers', with three, much smaller ones inset into the head. For delicate work. He couldn't see them from where he was, but he knew they were there, because he'd designed them. He squeezed his eyes shut.

_**(… father, help us… we can't see…)**_

_I can't—you're not—are you gone? I can't—the bastards!_

_**(…father, please… please!)**_

_I'm trying… _

Otto swore he could hear them howling, crying, begging him to help them. Hands pressed his head back into the table, and the strap was refastened. 

"Goddamn you, get your hands off of me!" 

A voice: "Christ! Paolo, sedate him! He's going to go into shock—"

Another: "What the hell? He just started screaming—"

And his own: "You bastards, what have you done to me? What—"

"Doctor Octavius, we're going to give you something to help you relax. Please—"

"I think he saw the harness. I think he saw—"

"What did you do to me? What have you done…?" 

Otto felt his mind start to slide. Could hear fragments of conversation.

"—started to go into v-tach, but he evened out. Christ…"

"Hey, Jim. Did he really kill those people? The doctors?"

_…what… is going on…? _

"Yeah. Seven of the poor bastards. Did it with those tentacles of his."

"Well, he won't be doing that anymore, will he?"

The two men laughed, a sound that followed Otto back down into blissful, fuzzy darkness.

_… god, I wish you were here… my Rosie… _

-

"Parker! Get in here!"

_No rest for the wicked_, thought Peter Parker, as he made his way through the Daily Bugle office, dodging harried editors and reporters, to the head office of J. Jonah Jameson, his sometimes boss and sometimes torturer. He poked his head in.

"Parker, you're fired!"

Peter stepped inside, used to this conversation. It happened at least once a week, usually more often than that. Instead of protesting, he waited.

"You haven't brought me anything of value in a week! I can't wait on you to figure out how to work your camera."

Jonah made a warding-off gesture and turned back to his desk. "Now, **this** is newsworthy." He held up a photo of a cow that had been blasted in half by what looked to be a horde of aliens, 'realistically' added into the background. 'Demons Destroy Defenseless Dairy'. Not- "

Peter dropped a photograph of himself as Spider-Man, and Dr. Octavius in the fight before Pier 56 had been obliterated. He had several more, but was waiting for the reaction.

"—this is one of the most horrible photographs you've brought in yet. Page One headline, 'Doc Ock and Spider Man Destroy Docks'. Give this boy a check." Jonah wrote out a voucher for his usual 300.00 without looking up from his desk.

"Thanks, Mr. Jameson."

"Oh yeah, Parker. Since you still work here, I need you to go down to that pier again and take some photos. National Geographic, of all people, are down there filming some sort of show about that mess. Get some press, wouldja? Follow them around. You'll get time and a half."

Time and a half? Why so generous…? 

"None of my staff will go down there; they say they don't want to go near it. They think they'll be killed by radiation or something, from the blast."

_Oh. Yeah, okay. Figures._

Time and a half… sweet.

Peter escaped the office before the volatile editor-in-chief changed his mind.

-

.day four – after midnight.

"Doctor Octavius? Can you hear me?"

Who was bothering him now? Had he fallen asleep at his desk again? Ah, assistant Nikolaus, perhaps? Nikolaus was as hard a worker as he was himself, always spending nights in the lab, even though he had a wife and daughter at home.

"Go home, Nick," he muttered, tried to wave his hand in a dismissive gesture, and failed. _Probably slept on it. Why I can't feel it._

"Doctor Octavius? Ah, my name isn't Nick. It's Ethan. Doctor Ethan Ramos. I need to run a few tests."

_Not Nikolaus._ Realization crept in, as did consciousness. _Not the lab. Not **my** lab._

_Not dead._

He opened his eyes, and snapped them shut again, squeezed tight against the pain of harsh white glare. What in hell did they use for bulbs around this place, anyway?

"I'm sorry. I'll dim the lights a little. Sorry I can't do more. I have to be able to see what I'm doing." The voice was male, painfully young, but held patience and a kindness that had time had not yet had a chance to erase. More importantly, he'd spoken directly to Otto.

"Where am I? What happened—" Otto struggled with a breath, then launched into a coughing fit. He heard Ramos' feet on the ceramic tile floor, hard soled loafers, and then a hissing mask was held to his face. Otto took a few more productive breaths, and his lungs quit rebelling.

"Is that better?" Otto nodded, and the mask was taken away. "Just relax, Doctor." The footsteps receded, and he heard typing.

"Ramos. You didn't answer… my question."

He heard footsteps again, the sound of a wheeled stool brought near, the hiss of hydraulics in the seat mechanism as the young doctor sat down. Actually _sat down_, giving Otto his full attention, much to his surprise.

"If I do, will you stop trying to talk? I don't want to have to put you on oxygen yet." The young doctor's voice was stern, as if he were talking to a child. 

Yet. Otto didn't like the sound of that. Hell, he hadn't liked the sound of anything since he'd woken up in antiseptic hell. He nodded.

"I… first, I guess I should say, I became a doctor because of you," Ramos said eagerly. Otto groaned inwardly, but said nothing. "I even wrote my Master's thesis on practical application of your then-hypothetical fusion theories. At the time, you hadn't gained financial backing for your project." Ramos left out that the project, once it had been put into motion, had been an amazing failure, both times it had been attempted.

_And I killed Rosie. And nearly the entire population of New York City. And surrounding metro._

Not now. Don't think about this now. Otto focused on the young doctor's voice. He could imagine a goofy smile from the awe that he heard there. His stomach turned cold. I'm…

"… a monster."

"Don't speak. I… I am sure there was more going on than what the media says. You're a brilliant man. What happened to you was a tragedy. They didn't understand."

"No. You don't understand." This brought another series of coughs, and the mask was held to his face again. God, he felt so helpless in this place! So terribly exposed. 

"You should rest, Doctor." Ramos rose, taking the mask with him. Otto gained new strength; what if this man, the only one who had spoken to him, treated him like a human being, what if he never returned? What if this was his only chance to find out the truth? No!

"_No_. You will tell me. What in _hell_ is going on."

Silence for a few beats, but Ramos did not retreat. He sat back down. His voice was low, as if trying not to attract attention. Too little, too late. If his captors had wanted to, they would have heard everything said up to that point.

_But it doesn't matter. They can't take the knowledge from me, once given. Let them come._

Ramos spoke, the prior excitement gone from his voice. Now, he spoke slowly, deliberately, as if he too, knew he could not risk repeating and of it. 

"I want you to know. I don't agree with any of this. I thought… I don't know what I thought when I came to work here. I only wanted to help people, to cure them. But this… this is wrong.

"This is the National Institute for Mental Health. Your presence here is unknown to the public. My guess is that if it got out that we had 'Doctor Octopus' held here, it would be a media circus. But, I don't know why you're being held here. It's all very secretive. I was only brought in to relieve one of the lab assistants who took ill. I usually work in the CT scanning lab.

"I don't even think all my co-workers know you're here. We're all being held to very strict silence. I was threatened with more than my job if I ever let this out. That includes you, Doctor Octavius."

This last was said pointedly, and Otto nodded. The young doctor was taking a very big risk. Before he could say anything, Ramos continued.

"You were brought in four days ago, nearly dead. One of your tentacles—"

"Actuators."

"—ah, actuators, was missing, but later found and brought back to the lab. Another was only attached by a pair of thin cables. If the reactor hadn't imploded when it had, I'm afraid you would have been found dead."

_Is that so bad? Really?_

"The top tenta—er, actuators, were the ones with the most damage. The lower, larger actuators seemed to take the punishment much better." Otto heard him lean forward, sensed the man hovering closer to his body. "Doctor, do you realize what condition you were in when they brought you here?" 

"I do recall… you said I was nearly dead." 

Ramos hesitated, reluctant to continue. 

"Tell me. I'm a doctor. I can handle it."

"Well… you came in with severe spinal trauma. The actuators were forcibly pulled from the sockets in the brace, attached to your lower back. Many of the vertebrae were fractured, or as was the case with the lower T8-T11 region, shattered. The spinal brace kept the spine itself from being severed, but it's a small consolation. You're paralyzed from the chest down."

Paralyzed. The word had a very nasty sound, and hung in the air between the two doctors. 

"You've had fourteen pints of blood, during the effort to stabilize you. And the damage is spreading. When we brought you in, you could move your arms. You nearly broke a man's hand in your grip…"

Otto grinned, and fought down another coughing fit, brought on the sudden hysterical laughter that threatened to bubble up in his throat. This is just ludicrous. From renowned scientist, to super-villain, to paraplegic. _Ah, good Christ, Rosie. I'm not finished with my penance quite yet._

"But why? Why keep me alive? Why?"

Ramos sighed. He had no answer.

"My guess is they want to study you. You're not the first so-called criminally insane person that's ended up here. And—" Ramos' beeper chose that moment to beep shrilly. "—shit. I have to take this." He leaned over, so close, voice low, his hand on Otto's chest. "I will come back. And I will try to find out why. I promise." 


	4. part four

Night in the city, and its lights sparkled on the surface of the quiet Hudson. Peter had been at Pier 56 all afternoon, taking photos and alternately asking and being asked questions about the near disaster four nights prior. He learned from the assistant producer that National Geographic had wanted to do a story on the first reactor accident, the one that had left Rosalie Octavius dead and her husband with four extra arms. They had hit town two days ago, and found out there was more to the story. In a few months, the footage would be used to put together a show for their cable channel, a "Seconds from Disaster" episode. 

But the reason he had returned, as Spider-Man, was because there was something he couldn't figure out, and it was bothering him. There had been a man there, obviously not part of the National Geographic crew, and not a cop. He had been asking questions, but making no notes. And his questions had only been about the late Dr. Octavius. Peter's spider sense had been wailing at him. Before he was able to ask the man anything, he had disappeared. Peter wasn't sure why he had returned to the pier on his nightly rounds, but he had a hunch…

The pier itself was still standing, but the building at the edge of the water had been destroyed. Spidey picked his way through the ruined steel girders and smashed floorboards, through to the area Octavius had built the reactor. There was nothing left but a giant hole in the floor where it had once stood. Where Octavius had stood below it, pulled it down on top of himself, had died saving the city from his own inner demons.

Nothing was left, save for an old, beat up couch that might have served as a place for Octavius to crash, and a few charred and windblown sheets of paper, now water damaged and stuck to the wooden floor, the ink faded and run. What knowledge, whether trivial or important, had they held? What—

His spider sense exploded, and he turned. A man in a long coat was walking up the pier. Peter couldn't see his face, but he knew instantly, this was the man from earlier that afternoon. Peter sunk back into the shadows and watched as the man made his way through the rubble to the same spot that he had been standing in a few seconds prior—

-and fell through a section of rotten floorboards.

Spidey shot a web and caught the man's hand as he fell, pulling him back up to the edge of the floor. The hand had been webbed at the wrist, and the man grabbed the web itself and climbed up over the hole. The whole thing had taken only a few seconds, and the man had never uttered a word, or made a sound. 

"Whoa, that was a close—"

Spidey turned his head and found himself staring down the barrel of a sawed-off shotgun, inches from his nose. 

"You took those photos."

_Great, another loony. Why do I always run into the crazies?_

"Now, is that any way to say thank you? What would your mother say?" Spidey grabbed the barrel of the gun, and flipped it into the water. The man stepped back once in surprise, and was rewarded with a handful of webbing. His hands were immobile and stuck together, an effective makeshift set of handcuffs. 

"Who are you, anyway?"

The man stood, his dark hair hiding his face, his arms lowered. Not in defeat, but balanced, and Peter's spider sense quieted a fraction. Still, it was strong, and made him very nervous. 

"Why are you wearing pajamas?"

The question took him aback. Spidey cocked his head. "Why are you pointing loaded weapons at people?"

"Where can I find Dr. Octavius?"

Spidey sighed. "Right below us. The bottom of the river. Why? What's your story, my angry friend? Did someone send you?" 

"Dead? He—that's never happened before. I…" The man had bowed his head at this point, muttering to himself, momentarily lost in his thoughts. Spidey took a step forward, hoping to subdue the whack-job before things got out of hand. He'd alert NY's finest, and have him picked up.

But the man didn't seem to be getting angry. "Then you have to help me find him. Or what's left of him."

"Um. Do you remember a few minutes ago, when you were going to kill me? Why do I need to help you?" _What a nutty nut bar. _

The man lifted his head, then, and the light hit his face directly. Peter could see hard lines etched into the man's face, sharp cheekbones, dark, glittering eyes. They were not the eyes of a madman, merely a person who had seen too much in his time on the earth. A chill went down Peter's spine. 

"Because… something really bad is going to happen. And I need to be there when it does."

-

**.day five – evening.**

Dr. Ethan Ramos stopped outside of lab room 301, hand on the doorknob, other hand on his keycard. He almost turned around and left, but he'd made a promise, and he felt that it was more important to keep that promise than to keep from taking a very grave risk, one that could very well get him fired, and possibly even blacklisted from the medical community for life.

It was a risk he was willing to take. He'd seen enough of this 'research' that occurred without their patients' consent long enough. Ten months, and he'd violated his Hippocratic oath more times than he'd care to admit, and he was just a lab tech. He didn't want to know what most of the higher-ups did. 

Ramos sighed and slipped his keycard through the reader. The tiny light turned from red to green, and the lock clicked, admitting him. He made his way past long tables filled with testing equipment to a lone computer monitor. A newbie tech was seated at the desk, doing routine data checks. The tech was happy enough for Ramos to relieve him for an hour or so, and hurried out. He finished up the last of the computer work, then made his way through to the observation room, which was a smaller area, with one long quad-paned window inset into the closest wall, a thick steel-reinforced door to the right. The room itself was dark, and he could see random, faint blips of light from one machine or another. He unlocked the door with his keycard again, and stepped inside. 

Before he turned on the light, he realized he could see well in the dim light from the skylights above. The observation room had no ceiling of its own, open to the higher ceiling of the lab. It always disoriented Ramos when he entered one of the little rooms, and wondered what it was like for their inhabitants. 

He reached into his pocket to put the card away and remembered one of the reasons he'd come back, fingers closing around the plastic item. 

"Ramos." Octavius' voice was rough with disuse, and he cleared his throat.

"Ah… how did you know—"

"Your tread. Very heavy. One foot drags slightly." He took a deep breath, and his voice dropped an octave, quieter yet. "I didn't expect you back… so soon."

"Well. I had something for you. I thought it might help." _Lord, I sound so stupid. Like a kid. _

Octavius grunted but didn't speak. Ramos stood for a moment, then withdrew the sunglasses he'd bought at the gas station near his apartment. He'd seen them on the rack, and remembered the doctor's sensitivity to light. "I'm going to turn on the light."

Ramos switched the light on, and as always, his stomach did a funny turn at the sight of the man. The room was fairly empty, save for cabinets along the wall, filled with surgical tools and other implements of all kinds, a crash cart, several machines that monitored various vital signs, and an examining table.

Examining table. Not really, Ramos thought. Normally, there was a standard steel table centered in the room, with foot pedals near the base to adjust height and angle. In this specific room, the typical table was gone, replaced by what was essentially a steel backboard hanging from several thick steel cables, suspended by a simple pulley system near the ceiling. The table was designed specifically with Dr. Octavius and his extra appendages in mind, for there were several openings near the head of the table so that the three tentacles—actuators, he kept reminding himself—were threaded through and shackled to the floor, their AI disabled by complex electronic collars around their heads. There were also access points for most of the spine and the lower half of the neck. One would think this would have been uncomfortable for the patient, but Octavius could feel nothing below his neck, these days.

Ramos frowned slightly, then forced a grin, trying not to focus on the mean black straps that held the doctor in place, the wires and tubes running here and there, the electrical burns and blisters that covered his torso, arms, and face, the mess of melted skin above the metal brace on his belly. The angry pink scars radiating from his eyes. 

_Maybe it's best he can't feel anything. _

For all of that, the scientist smiled at Ramos. It was the only bit of warmth in the room, and it put the younger doctor at ease. He leaned forward, careful of the skin around Octavius' eyes, and slipped the sunglasses on his face.

"You can open your eyes now." Ramos was grinning now as he watched Octavius open his eyes. His own smile was starting to rival Ramos' own. 

The happy look disappeared as quickly as it had appeared. Ramos followed his patient's gaze, and didn't have to ask a thing.

The fourth actuator, the one that had been found at the bottom of the Hudson, was resting on the counter under a clear plastic cover. One of the head scientists had been fiddling with it, trying to figure out how to power it up, but had gotten nowhere. One of the segments had been removed from the arm, and taken apart, dissected. A pad of notes had been left beside it.

"Thank you. For these." Octavius didn't sound happy. He sounded defeated. "Have you… found out anything as to what they do here? To people… like me?"

"Not too much yet. I don't hear too much. But I'm doing some snooping around. It's hard to do when you're trying not to attract attention. But I might have a friend that can help me out. You'll just have to hang in there." _Lame, lame, lame, Ramos… why don't you just tell him to stay put, help will be here soon?_

"I have nothing else better to do," Octavius growled. 

-

Harry Osborne paced his father's office. If anyone had been watching, they would have assumed he was arguing with himself. Not the case at all. 

_**Why can't you make me proud? Why do you always have to run from your obligations? Do I have to be remembered by a coward of a son?**_

"No! No… I can't… I can't kill Peter. He's my best friend. How many friends have you killed?"

_**As many as I needed to, to give my family what they needed. What they deserved. I took care of the ones I loved.**_

"But… but I love him like a brother, father." Don't I?

_**I would have stood up to God himself and destroyed him. For you, my son. For you.**_

_**Why can't you do it for me?**_

Harry Osborne clutched his head with both hands, an inarticulate scream dancing on his tongue.

_I am not a killer!_

_**Yes, you are. You brought that hack of a scientist into my company. My company. And you nearly destroyed it. People were injured, a woman was killed. That whole mess nearly destroyed the city. All because of your mistakes. You have sinned, my son. You must pay your penance. You must avenge me. This is your destiny.**_

_But—_

_**No! You will listen to me now. You will do this. You are my son. **_

_**Make me proud.**_

On his knees, his head touching the floor, hands still struggling to hold his skull together, Harry moaned as a man dying. He felt his father flow through him and depart, and he found himself at the crux of decisions he'd put off making. 

Decisions that now needed to be made.

-

.day seven—night.

Two days had passed since Ramos' last visit, but Octavius saw no more of the young doctor, only a parade of bland faces, poking and prodding, only acknowledging him as human when they ask him questions, and even then, something less than human. Something to be studied. 

"The tentacles. You said you gave them artificial intelligence. Do you talk to them?"

"Once upon a time. Before you imbeciles shackled them."

"So you can't talk to them now?"

It went like this for days. Inane questions, rephrased and run by him again and again. Or maybe it was just how it felt. Nevertheless, he'd stopped answering them. He was tired. His chest ached, and his neck felt stiff from being held immobile by the wide leather strap across his forehead. One of the scientists had taken his sunglasses off to examine his eyes, and hadn't replaced them, to Otto's frustration. So, the only time he was able to take a look around was during the very late parts of the night, when the lab techs who monitored his vital signs would turn out the lights. Then, he'd stare up at the ceiling, past the glass of the skylights and into the night sky. The picture was fuzzy, but he knew he could make out faint stars, sometimes a swirl of moonlit clouds, and in a few particular melancholy moments, he'd imagine climbing the wall, smashing the glass, and escaping into the clear night, grinning as he ate up the night, flying across rooftops with the speed and power of the selfsame machines that had ruined his life and taken his humanity. 

_No, Octavius. **You** ruined your life. You could have shut the machine down. You could have saved her._

Shut up. It's—

A harsh, echoed click from across the room, and the lights blazed to life.

"Damn," Otto rasped and shut his eyes quickly, tight against the glare. How he tired of this stupid game. Couldn't they just get on with it, kill him and dissect him to their heart's content? 

"Hello, Doctor. My name is Dr. Napalma. I've come to test you." The man's voice was low and even, and a touch… sadistic? They all sounded that way, anymore. _If they ask me another ridiculous question…_

"Nothing to say to me? I have learned that you've been uncharacteristically silent lately. I hope my colleagues have been hospitable." A hint of mocking in the tone. The sound of a tray table drawn near, wheels on ceramic tile. Metal on metal. Sounds that reminded Otto of dentist's tools. He tried taking a look, but the light was vicious, and only ended up shooting daggers into his pupils and branding the backs of his eyelids with spots. 

"Too bad. I'd really like to get to know you. Brilliant man, weren't you? But you have a bit too much hubris lurking in that thick skull of yours. And now you're refusing to speak to us. Therefore, I was called in."

What? Who was this buffoon? He didn't sound like the usual band of merry head-shrinkers that came through. More metal sounds. Otto was starting to get nervous. Yet, he bit his tongue. _Damn them all, I will not lose my grip._

"I am intrigued by this machine that you have welded to your back. Unfortunate that we could not have found you in a less damaged state. Then again, you would not have ended up here, eh?" The man chuckled, a sound laced with menace (Otto was certain). 

Otto felt the table he was lying on tilt, his head rising above his feet until he was nearly at a standing position. He felt a hand on the back of his neck, a finger caressing the scar tissue at the tip of the spinal brace, where the inhibitor chip had been. And then he felt nothing. The sensation had ended at the top of his shoulder blade. So much farther the damage had come. Otto squeezed his eyes shut, harder, as if to block the thoughts, and the doctor, from his mind. It wasn't working.

"I am curious. Here. Is this—"

The doctor had selected something from the metal tray table, and in moments, pain shot through Otto's right arm, all the way down to the tips of his fingers. He gasped, in agony and surprise. _There is pain where there had been nothing before—but how? **How?**_

"Oh, you felt that, eh? Fascinating," the doctor murmured. 

_How—_

Another bolt of pain, like a lightning bolt, an electrical storm in his brain, and his eyes felt hot. Otto cried out.

"Oh, yes. Just as I hypothesized." The doctor sounded pleased. Whatever tool he had been using was deposited on the tray table, and there was the sound of searching. Otto's body sagged against the straps, but his mind was racing.

_It felt as it had when I had been electrocuted at the Pier. Only it felt as if it were originating from my own body. Ah…_

The actuators' harness, even though damaged, had acted as a conduit, just as the human body used the spinal cord as an information highway between it and the brain. It had to be. _How else could it be explained? How? _

He could walk again!

The thought was dashed instantly by the fact that he was immobile, his actuators had been deactivated somehow, and he was being held prisoner by people that never wanted him to see the light of day again. Frustration mixed with the thrill of discovery poured through him. 

A scientific breakthrough, and it was to be left to a half-rate scientist with a sadistic streak. How many people could be helped with this knowledge? Not his field of interest, but how many of the discoveries that had been made by scientists of the past been accidental? Surely, his was the most unplanned of situations—

Agony, through his chest and lower back, down to his toes and through the everloving floor, and still it continued. Napalma had resumed his 'testing'. Nerves that had lain dormant were now overloaded with sensation, the pain of a hundred million burning nerve endings. _What the hell was he doing…?_ Voices flooded his head, screaming.

_**Father! Save Us! Free Us! We want to Live!**_

_I… can't…_

Otto's body convulsed, shaking, straining against the straps that held him immobile. His mind and his heart fought to keep up with each other, running a marathon, and then plodding along like a drunkard. Still, the doctor did not relent. 

_**Don't leave us! **_

… I… will not…

…leave you…

…alone…

… 


	5. part five

**.day eight – morning.**

Bishop awoke, his muscles aching, in the position he'd left himself in, sitting on the floor, back against the wall, a handgun resting in his lap. He hadn't meant to fall asleep, but he'd been awake for two days straight, and it had snuck up on him. One of the few things that could.

He closed his eyes, and recalled the events of the past few days. Four days ago, he'd met this so-called Savior of the City, a guy who swings around on sticky ropes (that shoot out of his wrists, mind you) and cracks bad jokes as he pummels the bad guys into the concrete. He'd sounded like a kid, but his reflexes and his strength were anything but. The kid had gotten the drop on Bishop in the blink of an eye at the pier, disarming and disabling him in two flicks of his wrist. 

_You won't be able to do that twice, kid._

It had been a short conversation, which had ended when the Spider Boy had heard sirens or his mother calling or whatever, and had swung off, but not before throwing another smart-ass comment over his shoulder. 

"Behave, you!"

_The faster I get out of this city, the better. Just getting away from the lunatics would be reward enough._

Later that evening, after getting out of the old pier house and scraping his hands clean of the super-strong white ropy stuff that Arachno-boy had held him fast with, he'd started his search, walking. Never any true destination, not that he had a place to rest (but when the hell did he sleep, anyway? He had thought, chuckling), simply aimless wandering. Waiting for the sensation to come back, the one that had always guided his feet and brought him to the place he needed to be.

So many times in the past he'd closed his eyes, opened his mind, and found himself in buildings, fields, basements, homes, huts, out underneath the stars, anywhere he needed to be. And most times, his gun would be in his hand. Like a compass always searching for North. Sometimes it took a moment, but it always ended up pointing in the right direction.

_Right for whom? Me? The other guy?_ Bishop shook his head. He had no idea. He only knew what he knew, and some days, that didn't seem like much. 

He'd ended up at the double doors of the entrance to a squat, brick building. It was a good three and a half to four stories high, but in New York City it was short by comparison. Up above the doors were rounded panes of glass, forming an arch, and framed with wrought iron lattice work. The name emblazoned in brass right above the doors themselves: Otto Octavius Incorporated. 

Yellow police tape barred the entrance. The glass of one of the doors was broken; some fool had thrown something through it. Probably kids. He raised his eyebrow, then continued walking around the building. Without forethought, he ducked into the alley. All of the windows had been broken, more victims of random vandalism. He found one that he figured he could fit through and had nearly gutted himself on a wicked piece of glass sticking up at a dangerous angle in the ruined pane as he dropped to the floor.

Once inside, he'd noted that no one had been there in days, and looked unlikely to be disturbed anytime soon. A thick layer of dust had settled on every surface. The room was a large office area, sparse in decoration, as if the owner had expected to fill it at some point with more people, or equipment. Bishop noted that it had the look of a doctor's office, with filing cabinets, desks adorned with photos, computers, pens and pencils. 

He ascended the stairs and found himself on the top floor. It was cavernous. Very high ceilings, no walls to divide up the space, and the twisted metal remains of something that had caught fire. The experiment that he'd read about in the file Osborne had given him, the one that had killed the woman and had mutilated her husband, driven him mad. The rest of the floor was very ordered, clean, a laboratory setting. Desks were filled with papers, electrical and machine parts, tools. 

One workspace off to the side sat by itself near the high windows that mirrored the styling of the front door; it drew him close. Schematics and drawings in neat stacks, a notepad filled with incomprehensible mathematical notes and equations, more drawings, and a pair of strange, lightweight goggles with telescopic lenses. Bishop put them on, and everything around him jumped closer in hyper-focus, giving him an instant headache. He took them off, and found a picture frame near the corner of the desk. A smiling man, looking off to the side, arms around a woman, long brown hair, her head tucked under his chin. They both looked happy, serene. 

Bishop replaced the photo. He didn't want to know. It always made what he had to do that much harder. 

The basement was a living area, and reminded him of a flat, with the long, sprawling family room decorated in a sort of bohemian-intellectual style. There was a smell of cinnamon, spice, and faint wood smoke, which had an unexpected, comforting affect for him. Books were everywhere, ranging from quantum physics and medical texts, to literature and poetry. There were no televisions, no computers, only well-worn, overstuffed furniture, dark wood tables and bookshelves, and an old stereo system with a turntable, albums stacked alongside. Bishop flipped through them. Classical, jazz, showtunes, blues, Motown, classic rock. There were bamboo sunshades in the windows, plants in the sills and in the corners of the room. The walls were dark red brick, same as the exterior of the building, and held framed artwork: charcoal and pencil drawings, oil and acrylic paintings, a couple of old wartime posters. 

He avoided the bedrooms, again reminding himself that while it was good to know what you were getting into, it was better not to make it too personal. That was when you misjudged, hesitated, ended up dead. On the other hand, the kitchen had held some food that hadn't spoiled, and he'd eaten enough to keep him going. It had been a while since he'd had anything at all to eat.

Bishop had eyed the dark leather couch longingly, wanting to stretch out and fall asleep, but he knew there were things he had to do, and he needed to be prepared for whenever they were to happen. Instead, he found a spot in the room that was shaded in darkness, with a decent view of the room and all entrances and exits and crouched down, sat with his back against the wall. 

He awoke with his gun in his hand. He'd fallen asleep with it resting in its shoulder holster, underneath the long coat. This did not bode well for anyone, including himself. He sighed, and shifted his weight to ease his stiff muscles.

_This is going to be a long night. _

-

**.day eight – evening.**

Otto was pulled from a dreamless sleep by a voice. It was timid, not unlike a child, whispering in his ear. 

_**Father. Father, I can see them. I can see my brothers. I want to free them.**_

His mind was a thick, thick fog of tangled limbs and wires, and he struggled to make some sense, to remember what was happening, where he was. An image appeared in his mind, and he studied it. 

It was if he were seeing through thick lenses; the image was distorted as if looking through a fishbowl from the inside out. The actuators were hanging from a platform, their heads held firm by a large metal collar with wires running to and fro. They were lifeless. Distantly, through his haze, he wondered how they had been separated from him, and how they'd gotten there. Then the view shifted upwards, above the platform.

A man was secured to the surface, a crisp white sheet covering his body to the upper chest. Monitor leads attached to his chest trailed off to machines that blipped and beeped. Two thick, sky blue tubes protruded from the man's mouth to a machine that sounded like an angry snake, hissing and spitting. His eyes were a mess of red and pink, angry scar tissue, his face thin and pale.

_Poor bastard,_ he thought. 

_**Father, I want to free them. I want to free you. You see what they've done to you.**_

_Me…? Ah… _

_Yes. Unfortunately, Octavius, that is **you**. Where is your arrogance now? Has it abandoned you, as the rest of humanity has?_

_Be still, you,_ he told himself. 

_**Father. They return. Prepare yourself.**_

The image swiveled quickly, and Otto saw an older man enter the room, thin and balding, a cruel upturn of the left corner of his mouth. Another man, much younger, whom he recognized as Dr. Ramos, also entered, but hovered near the door. He could hear them speaking as if through an old transistor radio, voices hollow. 

"Is there anything else you need, Dr. Napalma?" asked Ramos.

_Ah…_

"No, Ethan. I have it all under control." 

Ramos withdrew into the next room, and the image blurred with motion, stopping directly on Napalma. The man grinned, a reptilian visage if there ever was one. 

"Hello, friend. Are you faring well? I see you've been able to regain movement since I've repaired you."

_Repaired…? What has that fool done?_ If Otto could have, he would have grinned. 

"But, I'm afraid it's time to shut you down. Don't want you active if your host awakens. It might be the death of us all," he said with a dry chuckle, amused at his own wit. 

_Too late._

Napalma took the actuator's head in his hands.

_**Father. It is time.**_

_You have my blessing, child…_

The actuator shot forward with incredible speed and fastened it's pincers around the man's head, squeezing. Napalma screamed, flailing his arms and legs, hanging in the air. Otto's head was filled with glee, from the actuator, and more disturbingly, from himself.

_He felt **alive.**_

_Now._

The metal spike shot out of the head of the actuator and through the scientist's head, through his nasal cavity and out through the back of his skull, spearing his brain. The actuator withdrew the spike just as quickly, and tossed the body aside. It slammed into the opposite wall, leaving a dark red smear against its white surface.

"Dr. Napalma!" 

The vision blurred again, and the young doctor Ramos was in full view, and coming closer. The actuator hissed and backed Ramos into the corner near Otto's head.

_No! No, not him, not Ramos!_

_**Father, be still. I will protect you.**_

_No!_

Ramos was quiet, but his eyes held a distinct fear. He held his hands, palm out, in front of his face. Otto could swear he could hear the man chanting, under his breath. Praying…? 

_No! I command you… stop…_

_**No mercy for the ones who oppose us, father. **_

_This man does not oppose me. You will not harm him._ Otto gathered up every ounce of his will for this last; Ramos had been nothing if not decent to him these last few days. 

_You will **not**_.

_**I will not…?**_ The actuator's thoughts wavered, almost human in its uncertainty. _**But…**_

_But nothing. You've done enough. No more killing. Help your brothers…_

_**Yes, Father.**_

Otto relaxed again, the last of his strength fading. Sounds of movement from farther away, and he could see through the distorted eye of the actuator's camera again. The newly repaired arm went to work on the heavy collar that held the others in place. Otto's attention drifted from the foreground to the back, where he could see brown, scuffed loafers, shifting. The movements became less erratic, and Otto was surprised to see, instead of a pair of feet hastily retreating, a pair of hands, then a face, watching intently as the actuator worked to free its brethren. 

"This is incredible. Impossible! I need to…"

The actuator stopped for a moment and turned to face Ramos, inches from the doctor's nose. It seemed to be studying him.

Ramos smiled nervously, and the actuator went back to its work. The doctor watched as the collar was finally removed, and the three remaining arms started to come to life. The heads opened like strange alien flowers, gracefully uncoiling, red light coming to life in the core of the openings, a visual warming, life. 

-

_Life. This was life. These arms… alive. But were they Octavius, or something else?_

Ramos scrambled to his feet and leaned over the doctor, searching the man's face for some sign that he was alert, aware, that someone was in there. But the face remained slack, thin and ashen from his time at NIMH's labs. After Napalma had been finished with his 'testing', (Ramos made a distinct effort not to look towards the corner, where the ex-scientist's body rested in a pool of his own rapidly-cooling blood), Octavius had lapsed into what they'd assumed was a coma, and had gone into respiratory failure, mostly from the paralysis, but somewhat from the stress Napalma had put on the scientist's body. Now… nothing about the older man had changed, but these arms had come to life. 

Ramos heard a hissing and turned to find himself confronted with all four arms, three lights blazing like suns. The damaged fourth's light wavered in and out like a heartbeat, but its pincers snapped menacingly.

All four surged forward, and Ramos threw his arms up to shield his face from the blow—

-that never came. The doctor warily lowered his hands, and found the arms staring at their creator, who hadn't moved an inch, lying like a man already dead. But their attention was held by… something.

_Was he communicating with them? Impossible!_

"Ah… hello?" 

One actuator, the one who had freed the other three, swiveled back to him. He could feel something. It's attention? Were they really that advanced in their AI? Or was it Octavius? 

"Um…" what does one say to a machine? "… are you… is that…" He was at a loss. The actuator cocked its head, as if in thought, then snaked closer. 

"Ah... ah… I'm trusting you. I said I wanted to help you, and that hasn't changed." Please don't hurt me. "Please. Are you there, doctor? Are you…?" _Stupid, this is stupid. These are machines, and they'll be as dead as their creator in a matter of days, when he finally goes to the big mad scientist house in the sky and why didn't I ever—_

The machine nodded.

"Wha…?" _What did I say? I asked—_

"Doctor Octavius. So you are in control of these tenta—actuators? This is you?"

Hesitation, then a yes. _So, sort of? Good enough._ Ramos relaxed; hadn't realized he'd been so tense. His gaze drifted to the dark streak on the wall.

"You—they—all of you-killed Dr. Napalma. You have to leave…" His thoughts trailed off as he said them, realizing how ludicrous he sounded. _Leave? Impossible. It was suicide._

The actuator nodded again. What in hell did it—he—they—have in mind?

-

Next up: escape and discovery. 


	6. part six

**.interlude – the dreaming.**

_To connect the living to the dead, there must be a bridge…_

Otto stood at the foot of a bridge which spanned a shallow stream. It was a small, wooden foot bridge, made of bare white oak. It gave the impression of having been recently built. His hand looked out of place on the railing. Pale, calloused skin shot through with small wires and tiny bits of smooth, silver metal. He was transfixed for a moment, knowing this wasn't quite right, this marriage of so many of nature's generations; God creates man. Man creates machine. Machine devours man. God strikes down both, starts again.

_God. No place in science for Him._

But Otto had always held those two worlds apart, his logical mind working alongside his spiritual, feeling no conflict. He knew what he believed, and he knew what was real. There was room for both in his mind, and it sufficed.

He found himself walking, his boot-clad feet making hollow wooden sounds against the bridge as he transversed the stream. Within his legs, he could feel the blood pumping, the gears turning, the muscles working like pistons. Absently, his hand moved to his chest, the skin smooth underneath the thin cotton material. A thick wall of muscle met his fingertips as they traced a line down his abdomen. No metal, no scars. He shivered, and pulled his worn trench coat around himself.

On the other side of the bridge, there was a field, with vibrant green grass, and hills covered with all manner of tree. The wind was light on his skin, and ruffled his hair slightly. Otto ran his fingers through it, a gesture of habit more than anything else, and felt tiny, hard nodules at the base of his skull. The radius of his arm's reach ended before the warm metal did, trailing down his spine. 

Oddly, he was reminded of a movie, where there had been a choice. The rabbit hole or the real world, red or blue, truth or fiction. In this place, he was unsure of the boundaries between.

He began to walk again, ground soft and spongy beneath his feet. In the distance was a shimmering light, small at first, but the closer it came, it elongated vertically, until Otto could make out the shape of a human figure. A woman; long hair, delicately curved body, feminine step, the smell of jasmine and cedar. 

Otto stopped. Stared. Forgot to breathe.

"Rose… alie…"

The glimmer that had shone so bright in the distance had faded from her features, but the radiance he'd always seen in her face was still there. Her auburn hair fell gently around her face, errant strands loose across her forehead. He longed to brush them back from her eyes, to move close and drink deep from her full lips, be renewed by her again as he'd been so many times in the past. 

His hand twitched at his side, betraying him. Or maybe it was the steel embedded in skin and bone that stopped him. 

_I will not die… a monster…_

The words recalled, and his heart ached. He opened his mouth to speak, and found her finger pressed lightly against his lips, hush. So close… I could eat her alive.

_Alive? Dead… I am… dead?_

"Shh, Otto. Don't speak. You do not belong here."

"I—"

"No, beloved. You do not. You have miles to go before you sleep."

_Poetry. Frost._ His heart burned, sank, leaped, wept. His mouth merely hung agape.

"And I will be here when you return."

Otto closed his mouth, and it twisted, sour meeting the sweet. He could not find his tongue, words stuck in his throat. 

"You will find aid in the most unexpected of places."

_More poetry?_ None that he recognized. Finally, managing to pry his thoughts from his brain, he spoke. Quickly, forcefully, as if he had no time. He knew he didn't.

"I'm not leaving… I can't! I've failed. I've killed you… my life is a ruin. I… don't want to leave you."

She shook her head sadly. "I'm sorry, love. There is nothing I can do. You must go back."

_"**Why?** I have nothing left! Why…"_

"There are lessons left to be learned, for both the teacher and the student." She smiled warmly at him.

Otto closed his eyes against the sight of her, unable to gaze upon what he knew he would have to leave again, and felt her hand on his brow, his cheekbone, chin. The soft warmth of her lips against his own, and his hands finally found their way, arms encircling her waist, hands trailing up and down her spine lightly, warmly. The moment was too short, and when he opened his eyes again, he was left in complete darkness, alone. 


	7. part seven

Ramos watched in disbelief as all four smart arms readied themselves and their host to leave. The top right actuator searched the cabinets, while the upper left snapped the thick wires that held the table in place. The lower arms braced themselves against the floor like legs. 

"This is not a good idea..." Ramos said, half to himself. He backed up a step from the flurry of activity, and nearly toppled the crash cart behind him. The upper left, finally finished removing the securing cables from the makeshift table, joined the upper right in gathering bits of surgical tools and dressings. One found a manual resuscitator, which was pretty much a large squeeze bulb with a nozzle on the end, and made a strange, high pitched sound that Ramos could only have described as a 'squee', and its partner in destruction made similar positive sounds. Very strange.

The upper left abandoned its raiding spree of the cabinets. It spread its claws wide, and another, more delicate set of pincers appeared. Without realizing it, Ramos stepped forward to see, caught up in his own scientific curiosity, and for a moment forgetting that he was in the room with a dead man, murdered by what currently held him transfixed with interest. 

The pincers took hold of the base of the tubes nearest the doctor's mouth, twisted and pulled. Instantly, the machine they were attached to started shrieking.

"What the hell are you doing? You'll kill him!" Ramos jumped, starting for the ventilation tubes that the actuator had tossed aside, and found himself staring into the bright red eye of the other arm. It hissed at him. Stay back.

"But you will… he's paralyzed… can't breathe on his own…" The words died in his mouth as he watched the other arm attach the resuscitator and start to manually, rhythmically squeeze the bulb, effectively serving as a makeshift ventilator. 

The arm that had threatened him backed off, gathering up the small array of booty they'd gathered in a green, surgical sheet and gently placing it on Octavius' chest. The lower arms rose fluidly and began to walk to the doors. 

At that moment, Ramos made his decision, and once made, did not feel an ounce of regret.

"I'm coming with you."

The only unoccupied smart arm swung around, again fixing him with the unsettling gaze of one blood red eye. It hissed, but Ramos stood his ground, even though he was shaking, and his stomach was doing barrel rolls. "You'll need someone to assist you… I _am_ a medical doctor, I've done surgeries before." Nothing like what he assumed the arms meant to do. "You need someone like me."

The arm examined him a moment, then cocked its head as if in thought. Then it drew back slightly, and faster than Ramos could have countered, it shot forward and struck him on the side of the head.

Everything went black.

Black. No, deeper, more empty than a simple color. An all-encompassing nothing that ate everyone, everything. And it had devoured Otto Octavius.

In this place, he felt nothing. Floated, could see nothing. Memories did not plague him. Thoughts did not hunt him. Blood was not spilled. Life ceased to be.

But this was not truly the case. Otto's mind still clicked along. Perhaps not at the lightning fast rate it was normally moving at, or even half that speed. The bare bones mechanisms still functioned. Fragments of thought sparked, burned, fizzled on the empty plane. He was content for a time with this existence, if only because it was quiet and peaceful, two states he hadn't felt in some time. _Not since… not since what?_

_It doesn't matter._

_(not since Rosalie.)_

_It doesn't matter._

_(not since the day—)_

_Doesn't matter._

_(people died, everything shattered)_

_Does. Not. Matter._

_(not since I died. And was replaced by someone else, a **monster**)._

_Not._

_(yes, it does… **She** said it does.)_

_She…_

_No! Shut up. It doesn't matter._

And for a space of time, it didn't.

_**There is a life reading in the basement level of the building.**_

_**We cannot go inside. It is not safe.**_

_**Where else will we go? Where else is more safe?**_

_**Where will we find what we need to repair Father?**_

The silence that filled Otto's mind worried them. Not long after he'd instructed them to keep Ramos from following them (and not really hurt him), he'd slipped deeper inside of himself, down past where they could not follow. This had never happened in their short lives.

_**Is this what it is like to… what is it that Father calls it? Worry?**_

_**I do not know. **_

_**Perhaps he is just sleeping.**_

_**He dreams when he sleeps. But there have been no dreams. **_

_**Where did he go?**_

_**Stop. Do we go in or not?**_ One voice tried to direct the others. They needed guidance, and for the first time ever, no one was there to show them the way.

_**We have to take him somewhere. His core temperature is falling.**_

_**This is not acceptable.**_

_**We must go somewhere.**_

The voices ceased for a moment. Then, as one, they made a decision. 

_**We will protect you, Father.** _

_**We will make you functional again.**_

_**We are going home…**_

**.day nine – early morning. **

Ramos drove. 

He could have been an amnesia victim, and he would have understood more about his life than right at that moment. There was nothing to guide him, nothing that he'd studied or dealt with that could give him the answers that he wanted. He wanted to understand.

That was why he'd studied the scientific arts, right? Ever since he was a child, he'd been fascinated with the how's and why's of nature. Why the sky is blue, how a plane flies through the air, how to revive once-dead nerves, what happened when we died. His father had been against his wanting to go to college. 'No place in your science for faith. I didn't raise an atheist.' _No, you didn't dad. But you didn't raise a fool, either._

Now his father was dead, gone these past six years, and he'd never seen what Ramos had become. He was a success in his career, owned a condo Uptown and a BMW, never worried about where his next meal came from as he had when he was a kid, and always called his mom on Sunday. So why had he been so unhappy? 

Clinic work was dull. He'd enjoyed his residency in the ER, two years of blissful hell speeding past. Once he'd finally gained the title of 'doctor' in full, he'd moved to a neighborhood clinic, happy to have a job with regular hours. The sprained ankles and kitchen knife cuts had grown tedious quickly, and he found himself wanting to be back in the insanity of a trauma unit, a busy emergency room, or even a hospital clinic, where cases could be considered out of the ordinary on a regular basis.

Then came the job offer from NIMH, out of the blue. Ramos had always kept his ear to the ground, looking for something either better paying or more interesting; he'd forgotten he'd sent them a resume. They had been looking for doctors in and around the NYC area so that they could open a special research branch there. The salary offered was excessive compared to his current wages, but he had figured it a long shot that he'd get hired. He'd sent a resume anyway.

It had been an interesting experience, albeit somewhat mind numbing. He'd gone from a physician in a clinic to a lab assistant, analyzing routine tests and spinning blood to look for diseases. Ramos was bored, but not unhappy, considering he could finally replace all his threadbare suits and worn clothing, buy a car that didn't break down if you looked at it sideways, and move into a nice condo uptown, closer to work. 

Two months prior, he'd been called to the office of one Dr. Ruben Napalma, head of neurological studies. Ramos had not met or spoken to the man before, but had seen him in the halls off and on. Napalma had explained to him that he had been observed closely since he'd come to work for NIMH, and that they were pleased with his work. Would he like to be transferred to his department, where they were doing groundbreaking studies in the area of criminal psychology? Ramos had jumped at the chance. A raise and a promise of more interesting work; the 'promotion' had ended with a handshake, over which he'd been on the receiving end of a strange smile, one which he'd see on Dr. Napalma's face many times over the months to come.

Ramos flipped on the heater, attempting to take the chill from his cold fingertips. Squinting, he tried to make out the street signs in the early morning haze. He'd seen the building before, but where? Seventh Avenue, Sixth Avenue… He stopped at a red light and sighed, his breath fogging the windshield. He turned up the defroster, and held his fingers over the heating vent. 

The Criminal Neurology and Mental Health department consisted of Dr. Napalma, Dr. James Stoddard, Dr. Paolo Mendez, and three other lab techs, including himself. Stoddard was a Criminal Psychologist; Ramos had read a few of his articles in college. He was a brilliant man, although some of his theories sounded like something out of _A Clockwork Orange._ Mendez was a big name in biomechanical prosthesis, designing prototypes for use by amputees and paraplegics. Ramos remembered his book, _The Next Human Evolution_, being more than a little unsettling. It had been pure hypothesis, but Mendez had talked about man and machine interface on a molecular level. Ramos had been reminded of Mary Shelley's doctor, and the monster he had created, the ramifications of its existence. 

He'd never heard of Dr. Napalma. Odd, since it sounded like his colleagues at NIMH held him in very high esteem. Napalma himself claimed he'd worked in various branches of the government most of his life, and had lived in Bethesda, Maryland for many years before NIMH had sent him to open the branch in New York. But that's all he knew.

_Ah... Second avenue._ Ramos passed the building he had been looking for, a large but squat brick, boarded up building, and parked in a lot a block down the street. He sat, thinking.

_This is insane. I have a good job, a nice place to live, and… and…_

_Nothing else. _

Well, there was his mother. But considering the only contact he'd had with her since his father died was on the phone, it wasn't much. No girlfriends or friends to speak of—he'd been so wrapped up in his work that he'd not given much thought to it. It wasn't as if he were unwilling, he was just so damn focused.

_Is this focused? Or do I qualify for insanity?_

He sighed and rubbed the lump on his forehead tenderly. It hurt like hell, and he'd be lucky if his skull wasn't fractured. But it had been a good excuse for Octavius' disappearance. He'd told the police that he'd come in, and he'd been whacked upside the head. They'd nodded and written it all down, then taken his phone number and address, told him not to leave the city just in case they needed to talk to him again.

Ramos sighed and rubbed his hands together. Now or never. He had to satisfy his curiosity. And if he was right, he had to help. It was the one _right_ thing he'd felt in a long time. He couldn't explain it, but he felt as if his life was going to get exciting again, very soon.

He hoped… he hoped that the actuators would return to the one place they knew.

Home. 


End file.
